Carlyle Industries Signs Agreement to Acquire Westwater Enterprises.

CARLSTADT, N.J.--(BUSINESS WIRE)--June 25, 1998--Carlyle Industries, Inc. (NYSE:CRL) today announced an agreement to acquire the operating assets of Westwater Enterprises, L.P., of Mountainside, N.J., an importer and distributor of craft products to major retail and craft chains, for approximately $3.5 million and earnout payments totaling $2.0 million.

The transaction is expected to close, subject to customary conditions, on June 30, at which time the Westwater assets and business will be acquired by Westwater Industries, Inc., a wholly-owned subsidiary of Carlyle. The agreement calls for the payment of approximately $2.8 million in cash at closing, assumption of $700,000 in bank debt, and payments totaling $2.0 million over three years contingent upon achievement of specified earnings levels. Cash payable at the closing will be funded from the company's recently announced new credit facility with Fleet Bank.

Ivan Cohen, 40, principal founder of Westwater, will become president and chief operating officer of Westwater Industries at the closing. Westwater, founded in 1990, has 17 employees and recorded revenues of $9.2 million and pretax profit of $1.4 million in 1997.

Carlyle, through its Blumenthal/Lansing subsidiary, packages and distributes an extensive variety of buttons and craft products for home sewing and crafting to mass merchandisers, specialty stores and independent retailers. Carlyle was formerly known as Belding Heminway Company, Inc.

Safe Harbor Statements Under the Private Securities Litigation Reform Act of 1996

This release contains, in addition to historical information, forward-looking statements about the closing of the transaction and the terms of the agreement. The forward-looking statements were prepared on the basis of certain assumptions which relate to the timing of the transaction and future earnout payments. Even if the assumptions upon which the projections are based prove to be accurate and appropriate, the actual closing of the transaction and the contingent payments may vary from current expectations.

   CONTACT: Donald R. Dwight, 603/795-2800